-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CY+/Of6pQdxZIo3GmrOcGOa8TziDBM8RWKGlAaYlL2aHhe85gRLYK1gGt0ehpv8e TQGRFgPLuks8y3n7w6/d4g== /in/edgar/work/20000913/0000944209-00-001486/0000944209-00-001486.txt : 20000922 0000944209-00-001486.hdr.sgml : 20000922 ACCESSION NUMBER: 0000944209-00-001486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000828 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JFAX COM INC CENTRAL INDEX KEY: 0001084048 STANDARD INDUSTRIAL CLASSIFICATION: [4822 ] IRS NUMBER: 510371142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25965 FILM NUMBER: 722367 BUSINESS ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 BUSINESS PHONE: 3238609200 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 8-K 1 0001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 28, 2000 JFAX.COM, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-25965 51-0371142 (State of (Commission (I.R.S. Employer incorporation) Number) Identification No.) JFAX.COM, Inc. d.b.a. JFAX Communications, Inc. 6922 Hollywood Blvd. Suite 900 Los Angeles, California 90028 (Address of principal executive offices) (323) 860-9200 (Registrant's telephone number, including area code) (Former Address, if changed since last report) Item 5. Other Events. On August 28, 2000, JFAX.COM, Inc. ("JFAX") filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 (Registration No. 333-44676). The registration statement contains (i) certain information regarding JFAX's pending merger with eFax.com, (ii) Consolidated Financial Statements as of December 31, 1999 and for the year then ended, and related Notes to such Consolidated Financial Statements, of eFax.com (iii) Condensed Consolidated Financial Statements as of June 30, 2000 and for the six months then ended, and related Notes to such Condensed Consolidated Financial Statements, of eFax.com, and (iv) Unaudited Pro Forma Condensed Combining Financial Statements for the year ended December 31, 1999, as of June 30, 2000 and for the six months then ended, in each case for JFAX and eFax.com after giving effect to their proposed merger. This information and these financial statements are incorporated herein by reference for the purpose of further incorporation by reference into certain filings by JFAX with the SEC under the Securities Act of 1933, as amended.
Page No. Reference to S-4 Registration Information Incorporated by Reference Statement No. 333-44676 - -------------------------------------- ----------------------- Description of the Merger and the Merger Agreement 74 through 109 and Related Agreements eFax.com Consolidated Financial Statements as of D-40 through D-60 December 31, 1999 and for the year then ended and related Notes to such Consolidated Financial Statements eFax.com Condensed Consolidated Financial Statements D-67 through D-77 as of June 30, 2000 and for the six months then ended and related Notes to such Condensed Consolidated Financial Statements Unaudited Pro Forma Condensed Combining Financial 176 through 180, 182 Statements for the year ended December 31, 1999, as of June 30, 2000 and for the six months then ended and related Notes to such Unaudited Pro Forma Condensed Combining Financial Statements
2 Item 7. Financial Statements and Exhibits (c) Exhibits 23.1 Consent of KPMG LLP 23.2 Consent of Deloitte & Touche LLP 99.1 Description of the Merger and the Merger Agreement and Related Agreements* 99.2 eFax.com Consolidated Financial Statements as of December 31, 1999 and for the year then ended and related Notes to such Consolidated Financial Statements* 99.3 eFax.com Condensed Consolidated Financial Statements as of June 30, 2000 and for the six months then ended and related Notes to such Condensed Consolidated Financial Statements* 99.4 Unaudited Pro Forma Condensed Combining Financial Statements for the year ended December 31, 1999, as of June 30, 2000 and for the six months then ended and related Notes to such Unaudited Pro Forma Condensed Combining Financial Statements* - ------------------------------------------------------------------------------- * Incorporated by reference to JFAX's Registration Statement on Form S-4 filed with the SEC on August 28, 2000, Registration No. 333-44676. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: September 13, 2000 JFAX.COM, Inc. (Registrant) By: /s/ Nicholas V. Morosoff --------------------------- Nicholas V. Morosoff Secretary and General Counsel 3 EX-23.1 2 0002.txt CONSENT OF KPMG LLP EX-23.1 CONSENT OF KPMG LLP Consent of Independent Accountants Exhibit 23.1 Board of Directors JFAX.COM, Inc. We consent to the use of our reports, with respect to JFAX.COM, Inc. and SureTalk.com, Inc., and to the incorporation of such reports by reference into JFAX.COM Inc.'s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 24, 2000, Registration No. 333-31064. By: /s/ KPMG LLP ------------------------- KPMG LLP Los Angeles, California February 24, 2000 4 EX-23.2 3 0003.txt CONSENT OF DELOITTE & TOUCHE LLP EX-23.2 CONSENT OF DELOITTE & TOUCHE LLP Consent of Independent Accountants Exhibit 23.2 We consent to the incorporation by reference in this Current Report on Form 8-K under the Securities Exchange Act of 1934 of JFAX.COM, Inc. of our reports dated January 24, 2000 (April 5, 2000 as to Note 16) and April 5, 2000 (relating to the financial statement schedule) and incorporated by reference in Form S-4 of JFAX.COM, Inc. filed August 28, 2000 under the Securities Act of 1933 insofar as such reports relate to the financial statements and financial statement schedules of eFax.com for the year ended December 31, 1999. By: /s/ DELOITTE & TOUCHE LLP ------------------------- DELOITTE & TOUCHE LLP San Jose, California September 13, 2000 5 -----END PRIVACY-ENHANCED MESSAGE-----